BCV-CDS Proposal for the transposition of the MVS Directive

At the end of 2024, the European Union adopted Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility. Within the BCV, a working group was established to examine the directive and its potential transposition into Belgian company law. This working group consisted of (in alphabetical order): Carl Clottens, Steven Declercq, Jeroen Delvoie, Stijn Deschepper, Thierry L’Homme, Theo Monnens, Michiel Stuyts, Tom Vos and Marieke Wyckaert. The result is a comprehensive proposal for transposition addressed to the Belgian legislator, which also aims to facilitate broader policy reform.

The French translation of the proposals is not yet final and remains incomplete. It will be finalized at a later stage.

BCV-CDS-Meervoudig-stemrecht-Finale-versie-wetsvoorstel-voor-publicatie-4Downloaden
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Two new opinions of the CASAVV available on its website

The Committee for Advice on Companies and Associations (CASAVV), an advisory committee set up by Fednot and the Centre, has published two new opinions on its website concerning the following questions:

  • Is it possible in a single-member private or public limited liability company (SRL/SA) to grant a proxy to participate in the general meeting? CASAVV concludes that a special proxy by the shareholder of a single-member private or public limited liability company (SRL/SA) for one or more specific meetings or decisions is lawful. However, CASAVV considers that a general, definitive or irrevocable delegation of the powers of the sole shareholder is not admissible.
  • Must the minutes of a default meeting for an authentic amendment also be drawn up in an authentic form, or can they be drawn up under private signature? The CASAVV is of the opinion that if the general meeting finds that it does not have a quorum to validly deliberate, the absence must be recorded in the minutes of the meeting and the meeting must be adjourned. However, there is no obligation for the minutes to be drawn up in authentic form.

Both opinions can be consulted on the CASAVV website here.

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7th ECCL Symposium (Vilnius – 16 May 2025)

The European Company Case Law (ECCL) is organising its seventh symposium in Vilnius (Lithuania) in May. The subject of the conference is directors’ liability to parties other than the company, in particular to individual shareholders and “third parties” (e.g. creditors).

The conference can be attended physically, but online participation is also possible. In that case, you will be sent an MS Teams link about a week in advance. More information can be found on the following website.

Registration is free, but mandatory by 30 April 2025 at the following link.

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Conference on Loyalty and Multiple Voting Rights in Europe (Antwerp – 15 May 2025)

The Jean-Pierre Blumberg Chair (University of Antwerp), the Institute for Corporate Law, Governance, and Innovation Policies (Maastricht University) and European Company Law will organise the “Conference on Loyalty and Multiple Voting Rights in Europe” on Thursday 15 May 2025 (13h30-18h30) in Antwerp.

The conference will discuss recent developments in loyalty and multiple voting rights in European corporate governance. In recent years, several European jurisdictions have allowed for deviations from the one share one vote-principle to boost the attractiveness of listing on the national stock exchange, and in 2024, the EU has adopted the Multiple-Vote Share Structures Directive, as part of the broader EU Listing Act package, with the aim to facilitate access to capital markets. Despite these regulatory developments, significant differences in national approaches still exist.

The conference aims to bring together scholars and practitioners to discuss these recent legal developments in various European jurisdictions and reflect on the question how loyalty and multiple voting rights should be regulated. Speakers include Bobby Reddy (UK), Edmond Schlumberger (France), Irene Pollastro (Italy), Titiaan Keijzer (the Netherlands), Jeroen Delvoie & Theo Monnens (Belgium), Bastiaan Kemp (comparative conclusions), and Marieke Wyckaert (lessons for the future) (a more detailed overview of the program can be found on the website of the conference).

If you would like to attend the conference, you can register (required) on the website of the conference. Registration is free for academics and costs 100 EUR for practitioners (including accreditation for the OVB, IBJ, and Compliance Officers of the FSMA). It is also possible to attend the conference online via a livestream.

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Database CCA updated

On our website, you’ll find a comprehensive database with, for each CCA provision, a useful document containing the relevant preparatory works of the provision and of amending provisions, if any, with tracked changes comparing the different versions. We have updated these documents and included links to the preparatory works. The database is available here.

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Het vennootschapsrecht onder invloed: De impact van recente ontwikkelingen in andere rechtsdomeinen

On 31 May 2024, the Jan Ronse Institute (KU Leuven) will organize a conference on the impact of developments in other fields of law (e.g. the new Civil Code) on corporate law. For the full program and to register, click here.

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Colloquium Jeune Barreau de Charleroi – Aux sources du droit des sociétés de demain

On 23 January 2024 the Jeune Barreau de Charleroi organises the colloquium “Aux sources du droit des sociétés de demain. Le cent-cinquantenaire de la loi du 18 mai 1873 sur les sociétés commerciales”. For more information, click here.

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Draft law implementing mobility directive

On March 15th, the government filed a draft law which would, among others, implement the ‘mobility directive’ (2019/2121). The parliamentary proceedings can be consulted here.

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